The Holcim Group proposes to acquire minority shareholders' interests in St. Lawrence Cement (Canada)

02.26.2007
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN AND THE EUROPEAN ECONOMIC AREA


The Holcim Group ("Holcim") announced today that it intends to make an offer for all outstanding class A subordinate voting shares of St. Lawrence Cement Group Inc. ("SLC") that Holcim does not already own for CAD 36.50 cash per share and for all of the outstanding class 1 special shares of SLC for CAD 36.50 per share. A formal offer has not yet been made to shareholders.

The proposed offer values SLC minority share capital at approximately CAD 571 million. The proposed offer for the class A subordinate voting shares represents a 21 percent premium over the volume weighted average trading price of these shares on the Toronto Stock Exchange TSX for the previous 20 trading days. Holcim currently owns 44 percent of SLC₀™s class A subordinate voting shares and 100 percent of SLC₀™s class B multiple voting shares, representing approximately 79 percent of SLC₀™s total votes.

The proposed acquisition would allow Holcim to further embed SLC into the Holcim Group both commercially and financially. Holcim has requested that the board of directors of SLC establish a special committee of independent directors to supervise the preparation of a formal independent valuation and to review and make a recommendation with respect to the proposed offer. The mailing of Holcim₀™s offer will be dependent on the timing of the completion of the independent valuation, a summary of which will be included in the offer circular, and recommendation of the special committee of SLC.

Holcim's formal offer, when made, will be conditional on more than 50 percent of the class A subordinate voting shares held by the minority shareholders of SLC and 66 2/3 percent of the outstanding class 1 special shares being tendered as well as other customary conditions, including support of the special committee of SLC and the absence of any material adverse change, adverse litigation, proceeding or legal prohibition in respect of the offer.


* * * * * * *
St. Lawrence Cement Group is a leading producer and supplier of products and services for the construction industry, namely cement, concrete, aggregates and construction. The company operates in Canada and on the eastern seaboard of the United States, and employs a total of 3,300 people. Holcim is one of the world's leading suppliers of cement and aggregates (crushed stone, gravel and sand) as well as further activities such as ready-mix concrete and asphalt including services. The Group holds majority and minority interests in more than 70 countries on all continents.
* * * * * *

Cautionary Note:
This document contains "forward-looking statements" regarding the offer of the Holcim Group to purchase all of the class A subordinate voting shares of St. Lawrence Cement (₀œSLC₀) not already owned by the Holcim Group and all of the class 1 special shares of SLC, including statements regarding the terms and conditions of the proposed offer. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among others, the risks that the Holcim Group will not proceed with a formal offer or its offer will be unsuccessful for any reason.

The forward-looking statements contained in this document are made as of the date of this document and the Holcim Group and SLC do not undertake any obligation to update publicly or revise any of the forward-looking statements contained in this document, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this document are expressly qualified by this cautionary note.

Legal Notice:
This release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Shareholders are advised to review any relevant documents that may be filed with securities regulatory authorities by the Holcim Group and SLC because they contain important information, including full details of the proposal and its terms and conditions.

 
Didn't find what you were looking for?

Didn't find what you were looking for?

If you are interested in content published before 2011, please contact the Corporate Communications team at LafargeHolcim.

E-Mail